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<SEC-DOCUMENT>0000914851-07-000018.txt : 20070129
<SEC-HEADER>0000914851-07-000018.hdr.sgml : 20070129
<ACCEPTANCE-DATETIME>20070129161744
ACCESSION NUMBER:		0000914851-07-000018
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20061130
FILED AS OF DATE:		20070129
DATE AS OF CHANGE:		20070129
EFFECTIVENESS DATE:		20070129

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WESTERN ASSET MANAGED MUNICIPALS FUND INC.
		CENTRAL INDEX KEY:			0000886043
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06629
		FILM NUMBER:		07561252

	BUSINESS ADDRESS:	
		STREET 1:		CITIGROUP ASSET MANAGEMENT
		STREET 2:		125 BROAD STREET, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
		BUSINESS PHONE:		212-291-2556

	MAIL ADDRESS:	
		STREET 1:		CITIGROUP ASSET MANAGEMENT
		STREET 2:		125 BROAD STREET, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MANAGED MUNICIPALS PORTFOLIO INC
		DATE OF NAME CHANGE:	19920929
</SEC-HEADER>
<DOCUMENT>
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<FILENAME>answersbwwinc.fil
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008 D010002 PASADENA
008 D020002 CA
008 D030002 91105
011 A000001 CITIGROUP GLOBAL MARKETS INC.
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011 B000002 8-016767
011 C010002 BALTIMORE
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<PAGE>      PAGE  2
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SIGNATURE   GARMAN HUI
TITLE       SR FUND ANALYST

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>2
<FILENAME>item77c.txt
<TEXT>
Western Asset Managed Municipals Portfolio Inc

Results of Annual Meeting of Shareholders

The Annual Meeting of Shareholders of Western Asset Managed Municipals
Fund Inc. was held on September 21, 2006, for the purpose of
considering and voting upon the election of Directors. The following
table provides information concerning the matter voted upon at the
Meeting:


Item Voted On

Election of Directors

	     Common Shares	  Common Shares Preferred Shares  Preferred
       	     voted For Election   witheld	Voted For the     Shares
						Election	  Witheld

Paolo M. Cucchi     N/A		     N/A	     9,726		23
Carol L. Colman	    40,871,545	     551,225	     9,726		23
R. Jay Gerken 	    40,879,980	     542,790         9,726		23
Leslie H Gelb       40,828,963	     593,807   	     9,725		24


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>item77q6.txt
<TEXT>
Western Asset Managed Municipals Portfolio Inc


Sub-Item 77Q

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT ("Agreement") is made this 1st day
of August, 2006, by and between Legg Mason Partners Fund Advisor,
LLC, a Delaware limited liability company (the "Manager"),
and Western Asset Management Company, a California corporation
(the "Subadviser").

WHEREAS, the Manager has been retained by Managed Municipals
Portfolio Inc. (the "Fund"), a registered management
investment company under the Investment Company Act of 1940,
as amended (the "1940 Act") to provide investment advisory,
management, and administrative services to the Fund; and

WHEREAS, the Manager wishes to engage the Subadviser to provide
certain investment advisory services to the Fund, and the
Subadviser is willing to furnish such services on the terms
and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:

1.In accordance with and subject to the Management Agreement
between the Fund and the Manager (the "Management Agreement"),
the Manager hereby appoints the Subadviser to act as Subadviser
with respect to the Fund for the period and on the terms set
forth in this Agreement. The Subadviser accepts such appointment
and agrees to render the services herein set forth, for the
compensation herein provided.

2.The Manager shall cause the Subadviser to be kept fully informed
at all times with regard to the securities owned by the Fund, its
funds available, or to become available, for investment, and
generally as to the condition of the Fund's affairs. Manager shall
furnish the Subadviser with such other documents and information
with regard to the Fund's affairs as the Subadviser may from time
to time reasonably request.

3.(a)Subject to the supervision of the Fund's Board of Directors
(the "Board") and the Manager, Subadviser shall regularly provide
the Fund with respect to such portion of the Fund's assets as
shall be allocated to the Subadviser by the Manager from time
to time (the "Allocated Assets") with investment research,
advice, management and supervision and shall furnish a continuous
investment program for the Allocated Assets consistent with the
Fund's investment objectives, policies and restrictions, as
stated in the Fund's Prospectus and Statement of Additional
Information. The Subadviser shall, with respect to the Allocated
Assets, determine from time to time what securities and other
investments will be purchased (including, as permitted in
accordance with this paragraph, swap agreements, options and
futures), retained, sold or exchanged by the Fund and what
portion of the Allocated Assets will be held in the various
securities and other investments in which the Fund invests,
and shall implement those decisions (including the execution
of investment documentation), all subject to the provisions
of the Fund's Articles of Incorporation and By-Laws (collectively,
the "Governing Documents"), the 1940 Act, and the applicable
rules and regulations promulgated thereunder by the Securities
and Exchange Commission (the "SEC") and interpretive guidance
issued thereunder by the SEC staff and any other applicable
federal and state law, as well as the investment objectives,
policies and restrictions of the Fund referred to above, and
any other specific policies adopted by the Board and disclosed
to the Subadviser. The Subadviser is authorized as the agent of
the Fund to give instructions with respect to the Allocated
Assets to the custodian of the Fund as to deliveries of
securities and other investments and payments of cash for
the account of the Fund. Subject to applicable provisions of
the 1940 Act, the investment program to be provided hereunder
may entail the investment of all or substantially all of the
assets of the Fund in one or more investment companies. The
Subadviser will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or
with any broker or dealer, foreign currency dealer, futures
commission merchant or others selected by it. In connection
with the selection of such brokers or dealers and the placing
of such orders, subject to applicable law, brokers or dealers
may be selected who also provide brokerage and research services
(as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) to the
Fund and/or the other accounts over which the Subadviser or its
affiliates exercise investment discretion. The Subadviser is
authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction if the Subadviser determines in good
faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of
either that particular transaction or the overall responsibilities
which the Subadviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The
Board may adopt policies and procedures that modify and restrict
the Subadviser's authority regarding the execution of the Fund's
portfolio transactions provided herein. The Subadviser shall
exercise voting rights, rights to consent to corporate action
and any other rights pertaining to the Allocated Assets subject
to such direction as the Board may provide, and shall perform
such other functions of investment management and supervision as
may be directed by the Board.

(b)The Fund hereby authorizes any entity or person associated with
the Subadviser which is a member of a national securities exchange
to effect any transaction on the exchange for the account of the
Fund which is permitted by Section 11(a) of the Exchange Act and
Rule 11a2-2(T) thereunder, and the Fund hereby consents to the
retention of compensation for such transactions in accordance with
Rule 11a2-2(T)(a)(2)(iv).  Notwithstanding the foregoing, the
Subadviser agrees that it will not deal with itself, or with
members of the Board or any principal underwriter of the Fund,
as principals or agents in making purchases or sales of securities
or other property for the account of the Fund, nor will it purchase
any securities from an underwriting or selling group in which the
Subadviser or its affiliates is participating, or arrange for
purchases and sales of securities between the Fund and another
account advised by the Subadviser or its affiliates, except in
each case as permitted by the 1940 Act and in accordance with
such policies and procedures as may be adopted by the Fund from
time to time, and will comply with all other provisions of the
Governing Documents and the Fund's Prospectus and Statement of
Additional Information relative to the Subadviser and its directors
and officers.

4.The Subadviser may delegate to any other one or more companies
that the Subadviser controls, is controlled by, or is under
common control with, or to specified employees of any such companies,
certain of the Subadviser's duties under this Agreement, provided
in each case the Subadviser will supervise the activities of each
such entity or employees thereof, that such delegation will not
relieve the Subadviser of any of its duties or obligations under
this Agreement and provided further that any such arrangements are
entered into in accordance with all applicable requirements of the
1940 Act.

5.The Subadviser agrees that it will keep records relating to
its services hereunder in accordance with all applicable laws,
and in compliance with the requirements of Rule 31a-3 under the
1940 Act, the Subadviser hereby agrees that any records that it
maintains for the Fund are the property of the Fund, and further
agrees to surrender promptly to the Fund any of such records upon
the Fund's request. The Subadviser further agrees to arrange for
the preservation of the records required to be maintained by Rule
31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2
under the 1940 Act.

6.(a)The Subadviser, at its expense, shall supply the Board,
the officers of the Fund, and the Manager with all information
and reports reasonably required by them and reasonably available
to the Subadviser relating to the services provided by the
Subadviser hereunder.

(b)The Subadviser shall bear all expenses, and shall furnish all
necessary services, facilities and personnel, in connection with
its responsibilities under this Agreement. Other than as herein
specifically indicated, the Subadviser shall not be responsible
for the Fund's expenses, including, without limitation, advisory fees;
distribution fees; interest; taxes; governmental fees; voluntary
assessments and other expenses incurred in connection with membership
in investment company organizations; organization costs of the Fund;
the cost (including brokerage commissions, transaction fees or
charges, if any) in connection with the purchase or sale of the
Fund's securities and other investments and any losses in connection
therewith; fees and expenses of custodians, transfer agents,
registrars, independent pricing vendors or other agents; legal
expenses; loan commitment fees; expenses relating to share
certificates; expenses relating to the issuing and redemption or
repurchase of the Fund's shares and servicing shareholder accounts;
expenses of registering and qualifying the Fund's shares for sale
under applicable federal and state law; expenses of preparing,
setting in print, printing and distributing prospectuses and
statements of additional information and any supplements thereto,
reports, proxy statements, notices and dividends to the Fund's
shareholders; costs of stationery; website costs; costs of meetings
of the Board or any committee thereof, meetings of shareholders and
other meetings of the Fund; Board fees; audit fees; travel expenses
of officers, members of the Board and employees of the Fund, if any;
and the Fund's pro rata portion of premiums on any fidelity bond and
other insurance covering the Fund and its officers, Board members
and employees; litigation expenses and any non-recurring or
extraordinary expenses as may arise, including, without limitation,
those relating to actions, suits or proceedings to which the Fund is
a party and the legal obligation which the Fund may have to indemnify
the Fund's Board members and officers with respect thereto.

7.No member of the Board, officer or employee of the Fund shall receive
from the Fund any salary or other compensation as such member of the Board,
officer or employee while he is at the same time a director, officer, or
employee of the Subadviser or any affiliated company of the Subadviser,
except as the Board may decide. This paragraph shall not apply to Board
members, executive committee members, consultants and other persons who
are not regular members of the Subadviser's or any affiliated company's staff.

8.As compensation for the services performed by the Subadviser, including
the services of any consultants retained by the Subadviser, the Manager
shall pay the Subadviser out of the management fee it receives with
respect to the Fund, and only to the extent thereof, as promptly as
possible after the last day of each month, a fee, computed daily at an
annual rate set forth on Schedule A annexed hereto. The first payment
of the fee shall be made as promptly as possible at the end of the month
succeeding the effective date of this Agreement, and shall constitute a
full payment of the fee due the Subadviser for all services prior to that
date. If this Agreement is terminated as of any date not the last day of
a month, such fee shall be paid as promptly as possible after such date
of termination, shall be based on the average daily net assets of the
Fund or, if less, the portion thereof comprising the Allocated Assets
in that period from the beginning of such month to such date of
termination, and shall be that proportion of such average daily
net assets as the number of business days in such period bears
to the number of business days in such month. The average daily
net assets of the Fund or the portion thereof comprising the
Allocated Assets shall in all cases be based only on business
days and be computed as of the time of the regular close of
business of the New York Stock Exchange, or such other time as
may be determined by the Board.

9.The Subadviser assumes no responsibility under this Agreement
other than to render the services called for hereunder, in good
faith, and shall not be liable for any error of judgment or mistake
of law, or for any loss arising out of any investment or for any
act or omission in the execution of securities transactions for
the Fund, provided that nothing in this Agreement shall protect
the Subadviser against any liability to the Manager or the Fund to
which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties or by reason of its reckless disregard of its
obligations and duties hereunder. As used in this Section 9, the
term "Subadviser" shall include any affiliates of the Subadviser
performing services for the Fund contemplated hereby and the
partners, shareholders, directors, officers and employees of
the Subadviser and such affiliates.

10.Nothing in this Agreement shall limit or restrict the right of
any director, officer, or employee of the Subadviser who may also
be a Board member, officer, or employee of the Fund, to engage in
any other business or to devote his time and attention in part to
the management or other aspects of any other business, whether of
a similar nature or a dissimilar nature, nor to limit or restrict
the right of the Subadviser to engage in any other business or to
render services of any kind, including investment advisory and
management services, to any other fund, firm, individual or
association. If the purchase or sale of securities consistent
with the investment policies of the Fund or one or more other
accounts of the Subadviser is considered at or about the same
time, transactions in such securities will be allocated among
the accounts in a manner deemed equitable by the Subadviser. Such
transactions may be combined, in accordance with applicable laws
and regulations, and consistent with the Subadviser's policies and
procedures as presented to the Board from time to time.

11.For the purposes of this Agreement, the Fund's "net assets" shall
be determined as provided in the Fund's Prospectus and Statement of
Additional Information and the terms "assignment," "interested person,"
and "majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a) of the 1940 Act, subject to
such exemptions as may be granted by the SEC by any rule, regulation or order.

12.This Agreement will become effective with respect to the Fund on
the date set forth opposite the Fund's name on Schedule A annexed
hereto, provided that it shall have been approved by the Fund's
Board and, if so required by the 1940 Act, by the shareholders of
the Fund in accordance with the requirements of the 1940 Act and,
unless sooner terminated as provided herein, will continue in effect
through November 30, 2007.  Thereafter, if not terminated, this
Agreement shall continue in effect with respect to the Fund, so
long as such continuance is specifically approved at least annually
(i) by the Board or (ii) by a vote of a majority of the outstanding
voting securities of the Fund, provided that in either event the
continuance is also approved by a majority of the Board members
who are not interested persons of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting
on such approval.

13.This Agreement is terminable with respect to the Fund without
penalty by the Board or by vote of a majority of the outstanding
voting securities of the Fund, in each case on not more than 60 days'
nor less than 30 days' written notice to the Subadviser, or by the
Subadviser upon not less than 90 days' written notice to the Fund
and the Manager, and will be terminated upon the mutual written
consent of the Manager and the Subadviser. This Agreement shall
terminate automatically in the event of its assignment by the
Subadviser and shall not be assignable by the Manager without
the consent of the Subadviser.

14.The Subadviser agrees that for any claim by it against the Fund
in connection with this Agreement or the services rendered under
this Agreement, it shall look only to assets of the Fund for
satisfaction and that it shall have no claim against the assets
of any other portfolios of the Fund.

15.No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment
of the Agreement shall be effective until approved, if so required
by the 1940 Act, by vote of the holders of a majority of the Fund's
outstanding voting securities.

16.This Agreement, and any supplemental terms contained on Annex I
hereto, if applicable, embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. Should
any part of this Agreement be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding on and
shall inure to the benefit of the parties hereto and their respective
successors.

17.This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
LEGG MASON PARTNERS FUND ADVISOR, LLC
By:	_______________________________
Name:
Title:
WESTERN ASSET MANAGEMENT COMPANY
By:	_______________________________
Name:
Title:

The foregoing is acknowledged:

The undersigned officer of the Fund has executed this Agreement
not individually but in his/her capacity as an officer of the Fund.
The Fund does not hereby undertake, on behalf of the Fund or otherwise,
any obligation to the Subadviser.
MANAGED MUNICIPALS PORTFOLIO INC.
By:	_______________________________
Name:
Title:
ANNEX I


Not applicable.


SCHEDULE A

Managed Municipals Portfolio Inc.
Date:
August 1, 2006
Fee:
The sub-advisory fee will be 70% of the management fee paid to Legg
Mason Partners Fund Advisor, LLC, net of expense waivers and reimbursements.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>item77q7.txt
<TEXT>
LMP Adjustable Rate Income fund


Sub-Item 77Q


This SUBADVISORY AGREEMENT ("Agreement") is made this 1st
day of August, 2006, by and between Legg Mason Partners
 Fund Advisor, LLC, a Delaware limited liability company
(the "Manager"), and Western Asset Management Company,
a California corporation (the "Subadviser").

WHEREAS, the Manager has been retained by Legg Mason
Partners Adjustable Rate Income Fund (the "Fund"), a
registered management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act")
to provide investment advisory, management, and
administrative services to the Fund; and

WHEREAS, the Manager wishes to engage the Subadviser to
provide certain investment advisory services to the Fund,
and Subadviser is willing to furnish such services on the
terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:

1.In accordance with and subject to the Management
Agreement between the Fund and the Manager with
respect to the Fund (the "Management Agreement"),
the Manager hereby appoints the Subadviser to act
as Subadviser with respect to the Fund for the
period and on the terms set forth in this Agreement.
The Subadviser accepts such appointment and agrees
to render the services herein set forth, for the
compensation herein provided.

2.The Manager shall cause the Subadviser to be kept fully
informed at all times with regard to the securities owned
by the Fund, its funds available, or to become available,
for investment, and generally as to the condition of the
Fund's affairs. Manager shall furnish the Subadviser with
such other documents and information with regard to the
Fund's affairs as the Subadviser may from time to time
reasonably request.

3.(a)Subject to the supervision of the Fund's Board of Trustees
(the "Board") and the Manager, the Subadviser shall regularly
provide the Fund with respect to such portion of the Fund's
assets as shall be allocated to the Subadviser by the Manager
from time to time (the "Allocated Assets") with investment
research, advice, management and supervision and shall furnish
a continuous investment program for the Allocated Assets
consistent with the Fund's investment objectives, policies
and restrictions, as stated in the Fund's current Prospectus
and Statement of Additional Information. The Subadviser shall,
with respect to the Allocated Assets, determine from time to
time what securities and other investments will be purchased
(including, as permitted in accordance with this paragraph,
swap agreements, options and futures), retained, sold or
exchanged by the Fund and what portion of the Allocated Assets
will be held in the various securities and other investments in
which the Fund invests, and shall implement those decisions
(including the execution of investment documentation), all
subject to the provisions of the Fund's Declaration of Trust
and By-Laws (collectively, the "Governing Documents"), the
1940 Act, and the applicable rules and regulations promulgated
thereunder by the Securities and Exchange Commission (the "SEC")
and interpretive guidance issued thereunder by the SEC staff and
any other applicable federal and state law, as well as the
investment objectives, policies and restrictions of the Fund
referred to above, and any other specific policies adopted by
the Board and disclosed to the Subadviser. The Subadviser is
authorized as the agent of the Fund to give instructions with
respect to the Allocated Assets to the custodian of the Fund as
to deliveries of securities and other investments and payments
of cash for the account of the Fund. Subject to applicable
provisions of the 1940 Act, the investment program to be
provided hereunder may entail the investment of all or
substantially all of the assets of the Fund in one or more
investment companies. The Subadviser will place orders
pursuant to its investment determinations for the Fund either
directly with the issuer or with any broker or dealer,
foreign currency dealer, futures commission merchant or
others selected by it. In connection with the selection of
such brokers or dealers and the placing of such orders,
subject to applicable law, brokers or dealers may be selected
who also provide brokerage and research services (as those
terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))
to the Fund and/or the other accounts over which the
Subadviser or its affiliates exercise investment discretion.
The Subadviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is in
excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the
Subadviser determines in good faith that such amount of
commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities
which the Subadviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The
Board may adopt policies and procedures that modify and restrict
the Subadviser's authority regarding the execution of the Fund's
portfolio transactions provided herein. The Subadviser shall
exercise voting rights, rights to consent to corporate action
and any other rights pertaining to the Allocated Assets subject
to such direction as the Board may provide, and shall perform
such other functions of investment management and supervision as
may be directed by the Board.

(b)The Fund hereby authorizes any entity or person associated with
the Subadviser which is a member of a national securities exchange
to effect any transaction on the exchange for the account of the
Fund which is permitted by Section 11(a) of the Exchange Act and
Rule 11a2-2(T) thereunder, and the Fund hereby consents to the
retention of compensation for such transactions in accordance
with Rule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing,
the Subadviser agrees that it will not deal with itself, or
with members of the Board or any principal underwriter of the Fund,
as principals or agents in making purchases or sales of securities
or other property for the account of the Fund, nor will it purchase
any securities from an underwriting or selling group in which the
Subadviser or its affiliates is participating, or arrange for
purchases and sales of securities between the Fund and another
account advised by the Subadviser or its affiliates, except in
each case as permitted by the 1940 Act and in accordance with
such policies and procedures as may be adopted by the Fund from
time to time, and will comply with all other provisions of the
Governing Documents and the Fund's then-current Prospectus and
Statement of Additional Information relative to the Subadviser
and its directors and officers.

4.The Subadviser may delegate to any other one or more companies
that the Subadviser controls, is controlled by, or is under common
control with, or to specified employees of any such companies,
certain of the Subadviser's duties under this Agreement, provided
in each case the Subadviser will supervise the activities of each
such entity or employees thereof, that such delegation will not
relieve the Subadviser of any of its duties or obligations under
this Agreement and provided further that any such arrangements
are entered into in accordance with all applicable requirements
of the 1940 Act.

5.The Subadviser agrees that it will keep records relating to its
services hereunder in accordance with all applicable laws, and in
compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Subadviser hereby agrees that any records that it maintains for
the Fund are the property of the Fund, and further agrees to
surrender promptly to the Fund any of such records upon the Fund's
request. The Subadviser further agrees to arrange for the preservation
of the records required to be maintained by Rule 31a-1 under the 1940
Act for the periods prescribed by Rule 31a-2 under the 1940 Act.

6.(a)The Subadviser, at its expense, shall supply the Board, the
officers of the Fund, and the Manager with all information and
reports reasonably required by them and reasonably available to
the Subadviser relating to the services provided by the Subadviser
hereunder.

(b)The Subadviser shall bear all expenses, and shall furnish
all necessary services, facilities and personnel, in connection
with its responsibilities under this Agreement. Other than as
herein specifically indicated, the Subadviser shall not be
responsible for the Fund's expenses, including, without limitation,
advisory fees; distribution fees; interest; taxes; governmental fees;
voluntary assessments and other expenses incurred in connection
with membership in investment company organizations; organization
costs of the Fund; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection with the
purchase or sale of the Fund's securities and other investments
and any losses in connection therewith; fees and expenses of
custodians, transfer agents, registrars, independent pricing
vendors or other agents; legal expenses; loan commitment fees;
expenses relating to share certificates; expenses relating to
the issuing and redemption or repurchase of the Fund's shares
and servicing shareholder accounts; expenses of registering and
qualifying the Fund's shares for sale under applicable federal
and state law; expenses of preparing, setting in print, printing
and distributing prospectuses and statements of additional
information and any supplements thereto, reports, proxy statements,
notices and dividends to the Fund's shareholders; costs of
stationery; website costs; costs of meetings of the Board or any
committee thereof, meetings of shareholders and other meetings
of the Fund; Board fees; audit fees; travel expenses of officers,
members of the Board and employees of the Fund, if any; and the
Fund's pro rata portion of premiums on any fidelity bond and other
insurance covering the Fund and its officers, Board members and
employees; litigation expenses and any non-recurring or
extraordinary expenses as may arise, including, without
limitation, those relating to actions, suits or proceedings
to which the Fund is a party and the legal obligation which
the Fund may have to indemnify the Fund's Board members and
officers with respect thereto.

7.No member of the Board, officer or employee of the Fund shall
receive from the Fund any salary or other compensation as such
member of the Board, officer or employee while he is at the same
time a director, officer, or employee of the Subadviser or any
affiliated company of the Subadviser, except as the Board may
decide. This paragraph shall not apply to Board members, executive
committee members, consultants and other persons who are not regular
members of the Subadviser's or any affiliated company's staff.

8.As compensation for the services performed by the Subadviser,
including the services of any consultants retained by the Subadviser,
the Manager shall pay the Subadviser out of the management fee it
receives with respect to the Fund, and only to the extent thereof,
as promptly as possible after the last day of each month, a fee,
computed daily at an annual rate set forth on Schedule A annexed
hereto. The first payment of the fee shall be made as promptly as
possible at the end of the month succeeding the effective date of
this Agreement, and shall constitute a full payment of the fee due
the Subadviser for all services prior to that date. If this Agreement
is terminated as of any date not the last day of a month, such fee
shall be paid as promptly as possible after such date of
termination, shall be based on the average daily net assets
of the Fund or, if less, the portion thereof comprising the
Allocated Assets in that period from the beginning of such
 month to such date of termination, and shall be that proportion
of such average daily net assets as the number of business days
in such period bears to the number of business days in such month.
The average daily net assets of the Fund or the portion thereof
comprising the Allocated Assets shall in all cases be based only
on business days and be computed as of the time of the regular
close of business of the New York Stock Exchange, or such other
time as may be determined by the Board.

9.The Subadviser assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith, and
shall not be liable for any error of judgment or mistake of law, or
for any loss arising out of any investment or for any act or omission
in the execution of securities transactions for the Fund, provided that
nothing in this Agreement shall protect the Subadviser against any
liability to the Manager or the Fund to which the Subadviser would
otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder. As used in
this Section 9, the term "Subadviser" shall include any affiliates of
the Subadviser performing services for the Fund contemplated hereby and
the partners, shareholders, directors, officers and employees of the
Subadviser and such affiliates.

10.Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Subadviser who may also be a
Board member, officer, or employee of the Fund, to engage in any other
business or to devote his time and attention in part to the management
or other aspects of any other business, whether of a similar nature or
a dissimilar nature, nor to limit or restrict the right of the
Subadviser to engage in any other business or to render services
of any kind, including investment advisory and management services,
to any other fund, firm, individual or association. If the purchase
or sale of securities consistent with the investment policies of the
Fund or one or more other accounts of the Subadviser is considered
at or about the same time, transactions in such securities will be
allocated among the accounts in a manner deemed equitable by the
Subadviser. Such transactions may be combined, in accordance with
applicable laws and regulations, and consistent with the Subadviser's
policies and procedures as presented to the Board from time to time.

11.For the purposes of this Agreement, the Fund's "net assets" shall be
determined as provided in the Fund's then-current Prospectus and Statement
of Additional Information and the terms "assignment," "interested person,"
and "majority of the outstanding voting securities" shall have the meanings
given to them by Section 2(a) of the 1940 Act, subject to such exemptions
as may be granted by the SEC by any rule, regulation or order.

12.This Agreement will become effective with respect to the Fund on the date
set forth opposite the Fund's name on Schedule A annexed hereto, provided
that it shall have been approved by the Fund's Board and, if so required by
the 1940 Act, by the shareholders of the Fund in accordance with the
requirements of the 1940 Act and, unless sooner terminated as provided
herein, will continue in effect through November 30, 2007.  Thereafter,
if not terminated, this Agreement shall continue in effect with respect
to the Fund, so long as such continuance is specifically approved at
least annually (i) by the Board or (ii) by a vote of a majority of the
outstanding voting securities of the Fund, provided that in either event
the continuance is also approved by a majority of the Board members who
are not interested persons of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such approval.

13.This Agreement is terminable with respect to the Fund without
penalty by the Board or by vote of a majority of the outstanding
voting securities of the Fund, in each case on not more than 60 days'
nor less than 30 days' written notice to the Subadviser, or by the
Subadviser upon not less than 90 days' written notice to the Fund
and the Manager, and will be terminated upon the mutual written
consent of the Manager and the Subadviser. This Agreement shall
terminate automatically in the event of its assignment by the
Subadviser and shall not be assignable by the Manager without
the consent of the Subadviser.

14.The Subadviser agrees that for any claim by it against the Fund
in connection with this Agreement or the services rendered under
this Agreement, it shall look only to assets of the Fund for
satisfaction and that it shall have no claim against the assets
of any other portfolios of the Fund.

15.No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge
or termination is sought, and no material amendment of the Agreement
shall be effective until approved, if so required by the 1940 Act, by
vote of the holders of a majority of the Fund's outstanding voting
securities.

16.This Agreement, and any supplemental terms contained on Annex
I hereto, if applicable, embodies the entire agreement and
understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to the subject
matter hereof. Should any part of this Agreement be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding on and shall inure to the
benefit of the parties hereto and their respective successors.

17.This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State
of New York.
[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers thereunto duly authorized.
LEGG MASON PARTNERS FUND ADVISOR, LLC
By:	_______________________________
Name:
Title:
WESTERN ASSET MANAGEMENT COMPANY
By:	_______________________________
Name:
Title:

The foregoing is acknowledged:

The undersigned officer of the Fund has executed this Agreement not
individually but in his/her capacity as an officer of the Fund.
The Fund does not hereby undertake, on behalf of the Fund or otherwise,
any obligation to the Subadviser.

LEGG MASON PARTNERS ADJUSTABLE RATE INCOME FUND
By:	_______________________________
Name:
Title:

ANNEX I


Not applicable.



SCHEDULE A
Legg Mason Partners Adjustable Rate Income Fund
Date:
August 1, 2006
Fee:
The sub-advisory fee will be 70% of the management fee paid
to Legg Mason Partners Fund Advisor, LLC, net of expense waivers
and reimbursements.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>item77q8.txt
<TEXT>
Western Asset Managed Municipals Portfolio Inc


Sub-Item 77Q

MANAGED MUNICIPALS PORTFOLIO INC.

ARTICLES OF AMENDMENT


Managed Municipals Portfolio Inc., a Maryland corporation, having its
principal office in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST:  The Articles of Incorporation of the Corporation, as amended,
are hereby further amended by deleting Article SECOND and inserting in
lieu thereof the following:

SECOND:  The name of the corporation (hereinafter called the "Corporation")
is Western Asset Managed Municipals Fund Inc.

SECOND:  The foregoing amendment to the Charter of the Corporation has been
approved by a majority of the entire Board of Directors and is limited to a
change expressly permitted by Section 2-605 of the Maryland General
Corporation Law to be made without action by the stockholders.

THIRD:  These Articles of Amendment to the Charter of the Corporation shall
become effective at 9:00 a.m. on October 9, 2006.

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed
in its name and on its behalf by its Chairman, President and Chief
Executive Officer and witnessed by its Assistant Secretary on the 19th
day of September, 2006.


WITNESS:By:
Robert M. Nelson        Assistant Secretary

MANAGED MUNICIPALS PORTFOLIO INC.By:
R. Jay Gerken        Chairman, President and       Chief Executive Officer


THE UNDERSIGNED, Chairman, President and Chief Executive Officer of
Managed Municipals Portfolio Inc., who executed on behalf of the

Corporation the Articles of Amendment of which this Certificate is
made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles of Amendment to be the corporate
act of said Corporation and hereby certifies to the best of his knowledge,
information and belief, that the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects, and that this statement is made under the penalties for perjury.




	   R. Jay Gerken
	   Chairman, President and
	   Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>item77q5.txt
<TEXT>
Western Asset Managed Municipals Portfolio Inc


Sub-Item 77Q


MANAGEMENT AGREEMENT
Legg Mason Partners Fund Advisor, LLC


This MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of August,
2006, by and between Managed Municipals Portfolio Inc. (the "Fund")
and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability
company (the "Manager").

WHEREAS, the Fund is registered as a management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Manager is engaged primarily in rendering investment
advisory, management and administrative services and is registered
as an investment adviser under the Investment Advisers Act of 1940,
as amended;

WHEREAS, the Fund wishes to retain the Manager to provide investment
advisory, management, and administrative services to the Fund; and

WHEREAS, the Manager is willing to furnish such services on the terms
and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:

1.The Fund hereby appoints the Manager to act as investment adviser
and administrator of the Fund for the period and on the terms set
forth in this Agreement.  The Manager accepts such appointment and
agrees to render the services herein set forth, for the compensation
herein provided.
2.The Fund shall at all times keep the Manager fully informed with
regard to the securities owned by it, its funds available, or to
become available, for investment, and generally as to the condition
of its affairs.  It shall furnish the Manager with such other
documents and information with regard to its affairs as the Manager
may from time to time reasonably request.
3.(a)	Subject to the supervision of the Fund's
Board of Directors (the "Board"), the Manager shall regularly
provide the Fund with investment research, advice, management
and supervision and shall furnish a continuous investment program
for the Fund's portfolio of securities and other investments
consistent with the Fund's investment objectives, policies and
restrictions, as stated in the Fund's Prospectus and Statement
of Additional Information.  The Manager shall determine from time
to time what securities and other investments will be purchased,
retained, sold or exchanged by the Fund and what portion of the
assets of the Fund's portfolio will be held in the various securities
and other investments in which the Fund invests, and shall implement
those decisions, all subject to the provisions of the Fund's Articles
of Incorporation and By-Laws (collectively, the "Governing Documents"),
the 1940 Act, and the applicable rules and regulations promulgated
thereunder by the Securities and Exchange Commission (the "SEC") and
interpretive guidance issued thereunder by the SEC staff and any other
applicable federal and state law, as well as the investment objectives,
policies and restrictions of the Fund referred to above, and any other
specific policies adopted by the Board and disclosed to the Manager.
The Manager is authorized as the agent of the Fund to give instructions
to the custodian of the Fund as to deliveries of securities and other
investments and payments of cash for the account of the Fund.  Subject
to applicable provisions of the 1940 Act and direction from the Board,
the investment program to be provided hereunder may entail the investment
of all or substantially all of the assets of the Fund in one or more
investment companies.  The Manager will place orders pursuant to its
investment determinations for the Fund either directly with the issuer
or with any broker or dealer, foreign currency dealer, futures commission
merchant or others selected by it.  In connection with the selection of
such brokers or dealers and the placing of such orders, subject to
applicable law, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) to the Fund and/or the other accounts over
which the Manager or its affiliates exercise investment discretion.
The Manager is authorized to pay a broker or dealer who provides
such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount
of commission another broker or dealer would have charged for
effecting that transaction if the Manager determines in good
faith that such amount of commission is reasonable in relation
to the value of the brokerage and research services provided by
such broker or dealer.  This determination may be viewed in terms
of either that particular transaction or the overall responsibilities
which the Manager and its affiliates have with respect to accounts
over which they exercise investment discretion.  The Board may
adopt policies and procedures that modify and restrict the Manager's
authority regarding the execution of the Fund's portfolio transactions
provided herein.  The Manager shall also provide advice and
recommendations with respect to other aspects of the business and
affairs of the Fund, shall exercise voting rights, rights to consent
to corporate action and any other rights pertaining to the Fund's
portfolio securities subject to such direction as the Board may provide,
and shall perform such other functions of investment management and
supervision as may be directed by the Board.
(b)Subject to the direction and control of the Board, the Manager
shall perform such administrative and management services as may
from time to time be reasonably requested by the Fund as necessary
for the operation of the Fund, such as (i) supervising the overall
administration of the Fund, including negotiation of contracts and
fees with and the monitoring of performance and billings of the
Fund's transfer agent, shareholder servicing agents, custodian
and other independent contractors or agents, (ii) providing certain
compliance, fund accounting, regulatory reporting, and tax reporting
services, (iii) preparing or participating in the preparation of
Board materials, registration statements, proxy statements and
reports and other communications to shareholders, (iv) maintaining
the Fund's existence, and (v) during such times as shares are
publicly offered, maintaining the registration and qualification
of the Fund's shares under federal and state laws.  Notwithstanding
the foregoing, the Manager shall not be deemed to have assumed
any duties with respect to, and shall not be responsible for,
the distribution of the shares of the Fund, nor shall the Manager
be deemed to have assumed or have any responsibility with respect
to functions specifically assumed by any transfer agent, fund
accounting agent, custodian, shareholder servicing agent or other
agent, in each case employed by the Fund to perform such functions.
(c)The Fund hereby authorizes any entity or person associated with
the Manager which is a member of a national securities exchange to
effect any transaction on the exchange for the account of the Fund
which is permitted by Section 11(a) of the Exchange Act of 1934
and Rule 11a2-2(T) thereunder, and the Fund hereby consents to
the retention of compensation for such transactions in accordance
with Rule 11a2-2(T)(a)(2)(iv).  Notwithstanding the foregoing,
the Manager agrees that it will not deal with itself, or with members
of the Board or any principal underwriter of the Fund, as principals
or agents in making purchases or sales of securities or other property
for the account of the Fund, nor will it purchase any securities from
an underwriting or selling group in which the Manager or its
affiliates is participating, or arrange for purchases and sales
of securities between the Fund and another account advised by the
Manager or its affiliates, except in each case as permitted by the
1940 Act and in accordance with such policies and procedures as may
be adopted by the Fund from time to time, and will comply with all
other provisions of the Governing Documents and the Fund's Prospectus
and Statement of Additional Information relative to the Manager and
its directors and officers.

4.Subject to the Board's approval, the Manager or the Fund may enter
into contracts with one or more investment subadvisers or
subadministrators, including without limitation, affiliates of
the Manager, in which the Manager delegates to such investment
subadvisers or subadministrators any or all its duties specified
hereunder, on such terms as the Manager will determine to be necessary,
desirable or appropriate, provided that in each case the Manager shall
supervise the activities of each such subadviser or subadministrator
and further provided that such contracts impose on any investment
subadviser or subadministrator bound thereby all the conditions to
which the Manager is subject hereunder and that such contracts are
entered into in accordance with and meet all applicable requirements
of the 1940 Act.
5.(a)The Manager, at its expense, shall supply the Board and officers
of the Fund with all information and reports reasonably required by
them and reasonably available to the Manager and shall furnish the
Fund with office facilities, including space, furniture and equipment
and all personnel reasonably necessary for the operation of the Fund.
The Manager shall oversee the maintenance of all books and records with
respect to the Fund's securities transactions and the keeping of the
Fund's books of account in accordance with all applicable federal and
state laws and regulations.  In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Manager hereby agrees that any
records that it maintains for the Fund are the property of the Fund,
and further agrees to surrender promptly to the Fund any of such
records upon the Fund's request.  The Manager further agrees to
arrange for the preservation of the records required to be maintained
by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule
31a-2 under the 1940 Act.  The Manager shall authorize and permit
any of its directors, officers and employees, who may be elected as
Board members or officers of the Fund, to serve in the capacities in
which they are elected.
(b)The Manager shall bear all expenses, and shall furnish all
necessary services, facilities and personnel, in connection with
its responsibilities under this Agreement.  Other than as herein
specifically indicated, the Manager shall not be responsible for
the Fund's expenses, including, without limitation, advisory fees;
distribution fees; interest; taxes; governmental fees; voluntary
assessments and other expenses incurred in connection with
membership in investment company organizations; organization
costs of the Fund; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection with the purchase
or sale of the Fund's securities and other investments and any losses
in connection therewith; fees and expenses of custodians, transfer
agents, registrars, independent pricing vendors or other agents;
legal expenses; loan commitment fees; expenses relating to share
certificates; expenses relating to the issuing and redemption or
repurchase of the Fund's shares and servicing shareholder accounts;
expenses of registering and qualifying the Fund's shares for sale
under applicable federal and state law; expenses of preparing,
setting in print, printing and distributing prospectuses and
statements of additional information and any supplements thereto,
reports, proxy statements, notices and dividends to the Fund's
shareholders; costs of stationery; website costs; costs of meetings
of the Board or any committee thereof, meetings of shareholders
and other meetings of the Fund; Board fees; audit fees; travel
expenses of officers, members of the Board and employees of the
Fund, if any; and the Fund's pro rata portion of premiums on any
fidelity bond and other insurance covering the Fund and its officers,
Board members and employees; litigation expenses and any non-recurring
or extraordinary expenses as may arise, including, without limitation,
those relating to actions, suits or proceedings to which the Fund is
a party and the legal obligation which the Fund may have to indemnify
the Fund's Board members and officers with respect thereto.
6.	No member of the Board, officer or employee of the Fund shall
receive from the Fund any salary or other compensation as such member
of the Board, officer or employee while he is at the same time a
director, officer, or employee of the Manager or any affiliated
company of the Manager, except as the Board may decide.  This
paragraph shall not apply to Board members, executive committee
members, consultants and other persons who are not regular members
of the Manager's or any affiliated company's staff.
7.As compensation for the services performed and the facilities
furnished and expenses assumed by the Manager, including the services
of any consultants retained by the Manager, the Fund shall pay the
Manager, as promptly as possible after the last day of each month,
a fee, computed daily at an annual rate set forth on Schedule A
annexed hereto, provided however, that if the Fund invests all or
substantially all of its assets in another registered investment
company for which the Manager or an affiliate of the Manager serves
as investment adviser or investment manager, the annual fee computed
as set forth on such Schedule A shall be reduced by the aggregate
management fees allocated to that Fund for the Fund's then-current
fiscal year from such other registered investment company.
The first payment of the fee shall be made as promptly as possible
at the end of the month succeeding the effective date of this Agreement,
and shall constitute a full payment of the fee due the Manager for
all services prior to that date.  If this Agreement is terminated
as of any date not the last day of a month, such fee shall be paid
as promptly as possible after such date of termination, shall be
based on the average daily net assets of the Fund in that period
from the beginning of such month to such date of termination,
and shall be that proportion of such average daily net assets as
the number of business days in such period bears to the number of
business days in such month.  The average daily net assets of the
Fund shall in all cases be based only on business days and be
computed as of the time of the regular close of business of the
New York Stock Exchange, or such other time as may be determined
by the Board.
8.The Manager assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith,
and shall not be liable for any error of judgment or mistake of law,
or for any loss arising out of any investment or for any act or
omission in the execution of securities transactions for the Fund,
provided that nothing in this Agreement shall protect the Manager
against any liability to the Fund to which the Manager would otherwise
be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder.  As
used in this Section 8, the term "Manager" shall include any
affiliates of the Manager performing services for the Fund
contemplated hereby and the partners, shareholders, directors,
officers and employees of the Manager and such affiliates.
9.Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of the Manager
who may also be a Board member, officer, or employee of the
Fund, to engage in any other business or to devote his time
and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar
nature, nor to limit or restrict the right of the Manager to
engage in any other business or to render services of any kind,
including investment advisory and management services, to any
other fund, firm, individual or association.  If the purchase or
sale of securities consistent with the investment policies of
the Fund or one or more other accounts of the Manager is
considered at or about the same time, transactions in such
securities will be allocated among the accounts in a manner
deemed equitable by the Manager.  Such transactions may be
combined, in accordance with applicable laws and regulations,
and consistent with the Manager's policies and procedures as
presented to the Board from time to time.
10.	For the purposes of this Agreement, the Fund's
"net assets" shall be determined as provided in the Fund's
Prospectus and Statement of Additional Information and the
terms "assignment," "interested person," and "majority of the
outstanding voting securities" shall have the meanings given
to them by Section 2(a) of the 1940 Act, subject to such
exemptions as may be granted by the SEC by any rule,
regulation or order.
11.This Agreement will become effective with respect to the Fund
on the date set forth on Schedule A annexed hereto, provided
that it shall have been approved by the Fund's Board and by
the shareholders of the Fund in accordance with the
requirements of the 1940 Act and, unless sooner terminated
as provided herein, will continue in effect until November
30, 2007.  Thereafter, if not terminated, this Agreement
shall continue in effect with respect to the Fund, so long
as such continuance is specifically approved at least
annually (i) by the Board or (ii) by a vote of a majority
of the outstanding voting securities of the Fund, provided
that in either event the continuance is also approved
by a majority of the Board members who are not interested
persons of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on
such approval.
12.This Agreement is terminable with respect to the Fund without
penalty by the Board or by vote of a majority of the outstanding
voting securities of the Fund, in each case on not more than 60
days' nor less than 30 days' written notice to the Manager, or
by the Manager upon not less than 90 days' written notice to the
Fund, and will be terminated upon the mutual written consent of
the Manager and the Fund.  This Agreement shall terminate
automatically in the event of its assignment by the Manager
and shall not be assignable by the Fund without the consent
of the Manager.
13.No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of
the Agreement shall be effective until approved, if so required
by the 1940 Act, by vote of the holders of a majority of the
Fund's outstanding voting securities.
14.This Agreement embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof.
Should any part of this Agreement be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.  This Agreement
shall be binding on and shall inure to the benefit of the parties
hereto and their respective successors.
15.This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
New York.

[signature page to follow]



IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers thereunto duly authorized.
MANAGED MUNICIPALS PORTFOLIO INC.

By:
Name:
Title:


LEGG MASON PARTNERS FUND ADVISOR, LLC

By:
Name:
Title:



Schedule A

Managed Municipals Portfolio Inc.

Date:

August 1, 2006

Fee:

The following percentage of the Fund's average daily net assets: 0.55%
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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